AGREEMENT
AGREEMENT made as of the 21st day of November, 1999 by and between GO
CALL, INC., a Delaware corporation with offices at 00 Xxxxx Xxxxxx Xxxx,
Xxxxxxxxx, XX X0X0X0 (GO) and Xxxxxxx Xxxxx, residing at 000 Xxxxx Xxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx ("Consultant")
In consideration of their mutual covenants and undertakings hereunder,
the parties agree as follows:
1. CONSULTING. GO hereby contracts with Consultant and Consultant hereby
contracts with GO, subject to the terms and conditions of this agreement.
2. TERM. This agreement shall be on a month to month basis.
3. DUTIES. Consultant shall perform the duties of the controller of GO, and
shall perform the typical duties of a controller during the term hereof.
Consultant shall devote substantially all of her business time and energy
to the affairs of the Employer and shall at all times use her best efforts
to further the interests of GO. Consultant shall perform her duties in Los
Angeles, California, except for a reasonable number of business trips in
connection with the performance of her duties.
4. STOCK. Consultant shall accrue 5,000 shares 144 restricted common stock of
GO per month. This stock will be accrued for each month that runs from the
22nd of a month through the 21st of the following month. How and when this
stock is issued will be addressed in an addendum to this agreement.
5. COMPENSATION. During the term of this agreement, Consultant shall receive
$5,000 per month, with each month running from the 22nd of a month through
the 21st of the following month. Her compensation shall be subject to
review at 90-day intervals over the term of this agreement.
6. TERMINATION PROVISIONS. In the event that Consultant or GO exercises its
right of termination, two weeks notice is required by either party. If
termination occurs mid month, the proportional amount of stock and earnings
are due.
7. HOLIDAYS. Holidays are paid. These holidays will include, but are not
limited to Thanksgiving weekend, Christmas, New Years, Memorial Day, Fourth
of July, Labor Day.
8. CONFIDENTIALITY. During the term of this contract, Consultant will be
exposed to information regarding GO's technology and business strategy
which is highly confidential, and the dissemination of such confidential
information would be extremely detrimental to the interests of GO.
Accordingly, Consultant covenants and agrees, that, except as required in
the performance of her duties, not to reveal to anyone outside of GO's
officers and directors any information regarding GO's financial condition,
its technology or its business strategy, either during the term of her
contract, or thereafter, for a period of five years following the term
hereof.
9. ENTIRE AGREEMENT. This agreement of even date, represents the entire
agreement of the parties with respect to its subject matter. Neither party
has made any representations, warranties or agreements with the other,
except as set forth herein.
10. NOTICES. All notices hereunder shall be sent be facsimile or e-mail to the
parties at their addresses indicated below: To GO: facsimile: ###-##-####;
e-mail:xxxxx@xxxx.xxx. To Xxxxxxx Xxxxx: facsimile: 000-000-0000; e-mail:
pmichkin@ xxxxxxxxx.xxx. Either party, by like notice similarly sent, may
specify a new notice address for such party.
11. MISCELLANEOUS. This agreement may not be modified except in a writing
signed by both parties. This agreement is binding upon the parties and
their heirs, successors and assigns; provided that the parties may not
assign this agreement without mutual written consent, except that
contractor may assign this agreement to her wholly-owned personal service
corporation, provided that such corporation furnishes the personal services
of contractor as contemplated hereby.
12. EXPENSES. Consultant shall be reimbursed for out-of-pocket expenses such as
long-distance telephone calls, overnight delivery services, duplicating
services, etc. incurred by her on behalf of GO, provided that she shall
obtain prior written approval for any item over $500.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first above written.
Go Call, Inc.
/S/ Xxxxxxx Xxxx
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BY: Xxxxxxx Xxxx, CEO of Go Call, Inc.
/S/ Xxxxxxx Xxxxx
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By: XXXXXXX XXXXX
